Melar Shareholders Approve Everli Deal at $180 Million Valuation and One-Year CHAR Extension

Key Facts

Melar Acquisition Corp. I shareholders voted on October 22 in favor of the proposed merger with Everli Global and all related proposals, bringing the Italian e-commerce platform closer to becoming a Nasdaq-listed company. Everli says the deal is expected to close soon after the remaining closing conditions are satisfied or waived. At closing, the combined company is expected to operate as Everli Global Holdings Inc., and its Class A common shares and warrants are expected to begin trading under the symbols EVRL and EVRLW. Trading under those symbols has not yet begun, as it remains contingent on completion of the deal. The transaction page puts the pre-money equity value at $180 million, under the terms announced on July 31, 2025.

Everli operates in Italy as an online grocery and fulfillment platform, connecting consumers with retailers and handling the service from online ordering through in-store picking and last-mile delivery. The company says its network includes 95 retail partners and more than 1,150 stores, and offers more than 300,000 products. In its filing with the U.S. Securities and Exchange Commission, the company reported gross transaction value of about $67 million from February 21 to December 31, 2024, with net revenue of $13.5 million. In 2025, gross transaction value rose to about $78 million and net revenue increased to $16.7 million. But the same filing recorded a net loss of $20 million in 2025 and cited substantial doubt about the company’s ability to continue as a going concern for one year from the issuance of its financial statements.

The filings also disclose further financial pressure ahead of closing: Everli’s total indebtedness was about $56.1 million as of June 30, 2026. The company also said it defaulted in August on three payments due to a financial institution under an amended repayment plan. That places the shareholder approval in the context of a deal that still requires completion of its conditions while the company faces outstanding obligations and going-concern risks. The shareholder vote alone does not change those obligations, and completion of the merger remains subject to the remaining conditions being met or waived. The approval announcement did not specify a final calendar date for closing.

In a separate track, shareholders of Charlton Aria Acquisition Corporation, or CHAR, approved an extension of its deadline to complete a merger from October 25, 2026, to October 25, 2027. The decision gives the company additional time for its deal with KQC Quantum, which CHAR said it agreed to on October 6, 2026; that deal is unrelated to the Everli merger. The extension proposal was approved at a special meeting held on October 19, with 7,721,514 votes in favor and 199,595 against, with no abstentions. According to the deal announcement, the KQC merger is targeted to close in the first half of 2027, subject to CHAR shareholder approval and customary closing conditions. The company said shares of the combined entity are expected to trade on Nasdaq under the symbol KQC after closing.

The extension comes in exchange for a monthly deposit into the trust account: $0.03 for each public share remaining after redemptions, capped at $60,000 for each one-month extension. The mechanism ties the continued extension to an amount affected by the number of public shares remaining after redemptions. CHAR’s trust account held about $93.5 million on September 25, 2026, but the cash available at closing depends on redemptions. The KQC deal includes a minimum cash condition of $30 million, with the announcement noting the effect of redemptions on available liquidity. The deal values KQC at about $80 million pre-money and sets the combined company’s share value at $11. CHAR shares closed at $10.98 on October 22, while MACI shares closed at $11.37 on the same day.